EXHIBIT 10.14
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 15,
2002, is made by and among Inveresk Research Group, Inc., a Delaware corporation
(the "Company"), the entities listed on Schedule 1 to this Agreement (each, a
"Candover Holder" and collectively, the "Candover Holders") and the persons
listed on Schedule 2 to this Agreement (each, an "Other Holder" and
collectively, the "Other Holders" and, together with the Candover Holders, the
"Holders").
BACKGROUND
WHEREAS, pursuant to an Exchange Agreement by Declaration of Trust, dated
as of April 2, 2002 (as the same may be amended from time to time, the "Exchange
Agreement"), among the Company and all of the persons who at the date of that
agreement were holders of record of shares of capital stock of Inveresk Research
Group Limited, a private company registered in Scotland ("Old Inveresk"), the
Holders who previously held shares of Old Inveresk will, at or following the
Exchange Time (as defined in the Exchange Agreement) be issued an aggregate of
25,827,720 shares of the Company's Common Stock, in exchange for their shares in
Old Inveresk;
WHEREAS, following the Exchange Time the Holders who previously held
options to purchase shares of capital stock of Old Inveresk will receive, in
replacement of those options, options to purchase the Company's Common Stock
(the "Company Replacement Options");
WHEREAS, in order to induce each of the Holders to execute, deliver and
perform its obligations under the Exchange Agreement, the Company agreed to
provide each of them with the registration rights set forth in this Agreement;
and
WHEREAS, the Company and the Principal Holders desire to enter into
agreements for the orderly distribution of the shares of Common Stock to be
acquired by the Principal Holders pursuant to the Exchange Agreement and upon
exercise of Company Replacement Options;
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
Section 1. DEFINED TERMS. As used in this Agreement, the following terms
shall have the respective meanings set forth below:
"Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"Beneficially Own" means, with respect to any security, having or sharing
the power to direct or control the voting or disposition of such security.
"Beneficial Owner" means, with respect to any security, a Person who
Beneficially Owns such security, and "Beneficial Ownership" has a corresponding
meaning.
"Business Day" means a day other than a Saturday, Sunday or day on which
commercial banks in New York City, New York are permitted or required by law to
be closed for the conduct of regular banking business.
"Candover Sale Percentage" means, as of any date, the quotient of (i) the
aggregate number of shares of Common Stock that, prior to and as of that date,
the Candover Holders have sold or otherwise disposed of or have contractually
committed to sell or otherwise dispose of, divided by (ii) the aggregate number
of shares of Common Stock Beneficially Owned by the Candover Holders on the IPO
Date.
"Common Stock" means the Company's common stock, par value $.01 per share,
or any other shares of capital stock or other securities of the Company into
which such shares of common stock shall be reclassified or changed, including
without limitation by reason of a merger, consolidation, reorganization or
recapitalization.
"Covered Shares" means, as to any Holder, the shares of Common Stock that
are Beneficially Owned by that Holder on the IPO Date, including any shares of
Common Stock that have been issued or are issuable to that Holder pursuant to
Company Replacement Options.
"Demand Registration" means registration under the Securities Act of an
offering of Registrable Shares pursuant to a demand made under Section 2 of this
Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder.
"Holders" has the meaning ascribed to that term in the Preamble and shall
include for purposes of this Agreement any assignee of any Holder in accordance
with Section 11(m) of this Agreement.
"IPO Date" means the date of the final prospectus issued by the Company
with respect to its initial public offering of shares of Common Stock.
"Permitted Sale Percentage" means, as of any date, for any Principal
Holder, a percentage of the Covered Shares that were Beneficially Owned by that
Principal Holder on the IPO Date, equal to the greater of (x) 20% and (y) the
Candover Sale Percentage on that date.
"Person" means any individual, corporation, limited liability company,
partnership, firm, joint venture, association, joint-stock company, trust or
other entity, or any government or agency or political subdivision, department
or instrumentality thereof.
"Principal Holder" means each of Xx. Xxxxxx X. Xxxxx, Dr. Xxx Sword, Xxxx
Xxxxx, Xxxxxxxx XxXxxx, Xxxxxxxx Jersey Trust, Xxxxx Xxxxxxxx and Xxxxxxx
Xxxxxxx.
"Prospectus" means the prospectus included in any Registration Statement
(including a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A under the Securities Act), as amended or supplemented by any
prospectus supplement, containing the terms of the offering of any portion of
the Registrable Shares covered by such Registration Statement and all other
amendments and supplements to such prospectus and all material incorporated by
reference or deemed, pursuant to the Exchange Act or the Securities Act, to be
incorporated by reference in such prospectus.
"Registrable Shares" means the shares of Common Stock that are
Beneficially Owned by any Holder on the IPO Date, together with any additional
shares of Common Stock issued to any Holder after
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the date of this Agreement in respect of any Registrable Shares pursuant to a
stock dividend, stock split or similar transaction, in each case unless and
until those shares (i) have been effectively registered under Section 5 of the
Securities Act and disposed of pursuant to an effective registration statement
under the Securities Act; (ii) have been transferred pursuant to Rule 144 under
the Securities Act such that, after any such transfer referred to in this clause
(ii), such securities may be freely transferred without restriction under the
Securities Act; or (iii) have become freely transferable without restriction
under the Securities Act pursuant to Rule 144(k) thereof or otherwise.
"Registration Statement" means any registration statement filed by the
Company under the Securities Act that covers any of the Registrable Shares
pursuant to the provisions of this Agreement, including the related Prospectus,
all amendments and supplements to such registration statement, including pre-
and post-effective amendments, all exhibits thereto and all material
incorporated by reference or deemed, pursuant to the Exchange Act or the
Securities Act, to be incorporated by reference in such registration statement.
"Sale Percentage" means, as of any date, for any Principal Holder, the
quotient of (i) the aggregate number of Covered Shares that, prior to and as of
that date, that Principal Holder has sold or otherwise disposed of or
contractually committed to sell or otherwise dispose of, divided by (ii) the
number of Covered Shares Beneficially Owned by that Principal Holder on the IPO
Date.
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
"underwritten registration" or "underwritten offering" means a
registration under the Securities Act in which securities issued by the Company
are sold to an underwriter for reoffering to the public.
References to any agreement, instrument, statute, rule or regulation
defined or referred to herein means such agreement, instrument, statute, rule or
regulation as from time to time amended, modified or supplemented including (in
the case of agreements or instruments) by waiver or consent and (in the case of
statutes, rules or regulations) by successor of comparable successor statutes,
rules or regulations.
In addition, the following terms are defined elsewhere in the Agreement:
"Agreement".................................................... Preamble
"Candover Holder".............................................. Preamble
"Company"...................................................... Preamble
"Company Notice"............................................... Section 2(a)
"Company Replacement Options" ................................. Preamble
"Delay Period"................................................. Section 2(e)
"Demand Notice"................................................ Section 2(a)
"Effectiveness Period"......................................... Section 2(e)
"Exchange Agreement"........................................... Recitals
"Hold Back Period"............................................. Section 4
"indemnified party"............................................ Section 8(c)
"indemnifying party"........................................... Section 8(c)
"Inspectors"................................................... Section 5(j)
"Interruption Period".......................................... Section 5
"Losses"....................................................... Section 8(a)
"Old Inveresk"................................................. Preamble
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"Other Holder"................................................. Preamble
"Other Holder Notice".......................................... Section 2(b)
"Piggyback Notice"............................................. Section 3(a)
"Piggyback Registration"....................................... Section 3(a)
"Records"...................................................... Section 5(j)
"Shelf Registration"........................................... Section 2(a)
Section 2. DEMAND REGISTRATION.
(a) The Candover Holders shall have the right, exercisable at any
time after the date of this Agreement, by written notice (the "Demand Notice")
given to the Company, to request the Company to register from time to time under
and in accordance with the provisions of the Securities Act such number of the
Registrable Shares then Beneficially Owned by the Candover Holders as may be
specified in the Demand Notice; provided, however, that the aggregate number of
Registrable Shares requested to be registered pursuant to any Demand Notice and
pursuant to any related Demand Notices received pursuant to the proviso in
Section 2(c) shall have an aggregate market value at the time of such request of
not less than $25 million. The Company shall, within ten days of the date on
which the Company receives a Demand Notice given by the Candover Holders in
accordance with this Section 1(a), give written notice of such Demand Notice
(the "Company Notice") to all Holders other than the Candover Holders, and
shall, within 60 days of the date on which the Company receives such Demand
Notice, prepare and file with the SEC, and thereafter use commercially
reasonable efforts to cause to be declared effective, a Registration Statement
on the appropriate form for the registration and sale, in accordance with the
intended method or methods of distribution, of the total number of Registrable
Shares specified by the Candover Holders in such Demand Notice and the total
number of Registrable Shares specified by the Other Holders pursuant to Section
2(b) of this Agreement, if any, which Registration Statement may include a
"shelf" registration (a "Shelf Registration") pursuant to Rule 415 (or any
successor rule) under the Securities Act.
(b) Any Holder (other than the Candover Holders) wishing to
participate in the sale of Registrable Securities pursuant to the Registration
Statement to be filed as a result of the Demand Notice may participate in such
sale by notifying the Company in writing (the "Other Holder Notice") within 10
days of the receipt by such Holder of the Company Notice of the number of
Registrable Shares Beneficially Owned by such Holder that such Holder wishes to
include in the registration. Any such Other Holder Notice must be given in
accordance with Section 10(b) of this Agreement.
(c) The Candover Holders as a group shall be entitled to five Demand
Registrations pursuant to this Section 2; provided, that if any Registration
Statement filed pursuant to this Section 2 does not become effective or is not
maintained for a period (whether or not continuous) of at least 120 days from
the date on which the SEC declares such Registration Statement effective (or
such shorter period as shall terminate when all the Registrable Shares covered
by such Registration Statement have been sold pursuant to such Registration
Statement), the Candover Holders as a group will be entitled to one additional
Demand Registration.
(d) The Company shall use commercially reasonable efforts to keep
each Registration Statement filed pursuant to this Section 2 continuously
effective and usable for the resale of the Registrable Shares covered thereby
(i) in the case of a registration that is not a Shelf Registration, for a period
of at least 120 days from the date on which the SEC declares such Registration
Statement effective (or such shorter period as shall terminate when all the
Registrable Shares covered by such Registration Statement have been sold
pursuant to such Registration Statement) and (ii) in the case of a Shelf
Registration, for a period of one year from the date on which the SEC declares
such Registration Statement effective (or such shorter period as shall terminate
when all the Registrable Shares covered by
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such Registration Statement have been sold pursuant to such Registration
Statement), in either case, as such period may be extended pursuant to Section
2(e) of this Agreement.
(e) The Company shall be entitled to postpone the filing of any
Registration Statement otherwise required to be prepared and filed by the
Company pursuant to this Section 2, or suspend the use of any effective
Registration Statement under this Section 2, for a reasonable period of time,
but not in excess of 120 days (any such period being a "Delay Period"), if any
executive officer of the Company determines in such executive officer's
reasonable judgment that the registration and distribution of the Registrable
Shares covered or to be covered by such Registration Statement would materially
interfere with any pending material financing, acquisition or corporate
reorganization or other material corporate development involving the Company or
any of its subsidiaries or would require premature disclosure thereof and such
executive officer promptly gives all Holders requesting registration pursuant to
this Section 2 (whether pursuant to a Demand Notice or an Other Holder Notice)
written notice of such determination, containing a general statement of the
reasons for such postponement and an approximation of the period of the
anticipated Delay Period; provided, however, that the aggregate number of days
included in all Delay Periods during any consecutive 12 months shall not exceed
the aggregate of (i) 180 days, minus (ii) the number of days occurring during
all Hold Back Periods and Interruption Periods (each as hereinafter defined)
during such consecutive 12 month period. If the Company postpones the filing of
a Registration Statement required to be filed as a result of a Demand
Registration, the holders of the Registrable Shares to be registered shall have
the right to withdraw the Demand Notice or Other Holder Notice, as the case may
be, by giving written notice to the Company prior to the earlier of 45 days
after receipt of the notice of postponement or the termination of such Delay
Period (and, in the event of such withdrawal, such request shall not be counted
for purposes of determining the number of Demand Registrations to which the
Candover Holders are entitled pursuant to this Section 2). If the Demand Notice
for any registration is withdrawn, all Other Holder Notices received by the
Company shall be deemed withdrawn and the Company shall deliver to the
applicable Holders written notice to that effect. The time period for which the
Company is required to use its commercially reasonable efforts to maintain the
effectiveness of any Registration Statement shall be extended by the aggregate
number of days of all Delay Periods, all Hold Back Periods and all Interruption
Periods occurring during such registration and such period, as so extended, is
hereinafter referred to as the "Effectiveness Period." The Company shall not be
entitled to initiate a Delay Period unless it shall (A) prohibit sales by all
other security holders (other than the Holders) under registration statements
covering securities held by such other security holders and (B) in accordance
with the Company's policies from time to time in effect, forbid purchases and
sales in the open market by senior executives of the Company.
(f) Notwithstanding the foregoing, if the Company determines, or the
managing underwriter or underwriters participating in such offering advise the
Company in writing, that the total amount of Registrable Shares requested to be
included in any Registration Statement filed pursuant to this Section 2 exceeds
the amount which can be sold in (or during the time of) such offering without
delaying or jeopardizing the success of the offering (including the price per
share of the Registrable Shares to be sold), the amount of Registrable Shares to
be offered for the account of each Holder shall be reduced (to zero if
necessary) pro rata on the basis of the number of Registrable Shares requested
to be registered by each such Holder in the Demand Notice or Other Holder
Notice, as the case may be; provided, however, that the number of Registrable
Shares requested to be registered by the Holders shall not be reduced unless all
other securities to be included in such Registration Statement by Persons other
than the Holders are first entirely excluded from the offering.
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Section 3. PIGGYBACK REGISTRATION.
(a) If at any time (but without any obligation to do so) the Company
proposes to file a registration statement under the Securities Act with respect
to a public offering of securities of the same type as the Registrable Shares
solely for cash for its own account (other than a registration statement (i)
filed solely in connection with employee stock option or purchase plans; (ii)
relating to a transaction pursuant to Rule 145 under the Securities Act; or
(iii) pursuant to a registration form which does not include substantially the
same information as would be required under the Securities Act to be included in
a registration statement covering the sale of Registrable Shares) or for the
account of any holder of securities of the same type as the Registrable Shares,
then the Company shall give written notice (the "Piggyback Notice") of such
proposed filing to the Holders at least 15 days before the anticipated filing
date. The Piggyback Notice shall offer the Holders the opportunity to register
pursuant to the registration statement proposed to be filed as described in such
notice, such amount of Registrable Shares then Beneficially Owned by the Holders
as they may request (each a "Piggyback Registration"). Subject to Section 3(b)
of this Agreement, the Company shall include in each such Piggyback Registration
all Registrable Shares with respect to which the Company has received written
requests from Holders for inclusion therein within 10 days after the Piggyback
Notice has been received by the Holders. Each Holder shall be permitted to
withdraw all or any portion of the Registrable Shares of such Holder from a
Piggyback Registration at any time prior to the effective date of such Piggyback
Registration; provided, however, that if such withdrawal occurs after the filing
of the registration statement with respect to such Piggyback Registration, the
withdrawing Holders shall reimburse the Company for the portion of the
registration expenses payable with respect to the Registrable Shares
Beneficially Owned by such Holder that are withdrawn by such Holder.
(b) The Company shall permit the Holders to include all such
Registrable Shares in any Piggyback Registration on the same terms and
conditions as any similar securities, if any, of the Company included therein.
Notwithstanding the foregoing, if the Company determines, or the managing
underwriter or underwriters participating in such offering advise the Company in
writing, that the total amount of securities requested to be included in such
Piggyback Registration exceeds the amount which can be sold in (or during the
time of) such offering without delaying or jeopardizing the success of the
offering (including the price per share of the securities to be sold), then the
amount of securities to be offered for the account of the Holders and the
securities of the other holders who have piggyback registration rights with
respect thereto shall be reduced (to zero if necessary), pro rata on the basis
of the number of securities requested to be registered by each such Holder and
each such other holder of securities.
(c) Nothing in this Section 3 shall create any liability on the part
of the Company to the Holders if the Company in its sole discretion should
decide not to file a registration statement previously proposed to be filed as
described in Section 3(a) of this Agreement or to withdraw such registration
statement subsequent to its filing, regardless of any action whatsoever that a
Holder may have taken, whether as a result of the issuance by the Company of any
notice hereunder or otherwise.
Section 4. HOLDBACK AGREEMENT. If (i) during any Effectiveness Period the
Company shall propose to offer and sell securities pursuant to a registration
statement filed under the Securities Act (other than pursuant to an employee
stock option, stock purchase or similar plan or pursuant to a merger, exchange
offer or other transaction pursuant to Rule 145 under the Securities Act) and
(ii) the Company (in the case of a non-underwritten public offering by the
Company pursuant to such registration statement) advises the Holders in writing
that a public sale or distribution would materially adversely affect such
offering or the managing underwriter or underwriters (in the case of an
underwritten public offering by the Company pursuant to such registration
statement) advises the Company in writing (in which case the Company shall
promptly notify the Holders) that a public sale or distribution of
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Registrable Shares by or on behalf of the Holders would materially adversely
impact such offering, then each Holder shall, to the extent not inconsistent
with applicable law, refrain from effecting any public sale or distribution of
Registrable Shares (other than any such shares proposed to be sold pursuant to
such registration statement) during the ten days prior to the effective date of
such registration statement and until the earliest of (A) the abandonment of
such offering; (B) 120 days from the effective date of such registration
statement; and (C) if such offering is an underwritten offering, the termination
in whole or in part of any "hold back" period obtained by the underwriter or
underwriters in such offering from the Company in connection therewith (each
such period, a "Hold Back Period"); provided that notwithstanding the foregoing
there shall be no Hold Back Period during the seven calendar days following the
effectiveness of any registration statement filed pursuant to a Demand
Registration if during such seven-day period a Holder is contractually obligated
to effect a public sale or distribution of Registrable Shares.
Section 5. REGISTRATION PROCEDURES. In connection with the registration
obligations of the Company pursuant to and in accordance with this Agreement
(and subject to the provisions of Sections 2 and 3 of this Agreement), the
Company shall use its commercially reasonable efforts to effect such
registration to permit the sale of such Registrable Shares in accordance with
the intended method or methods of disposition thereof. In addition, the Company
shall use its commercially reasonable efforts (subject to the provisions of
Sections 2 and 3 of this Agreement) to:
(a) prepare and file with the SEC a Registration Statement for the
sale of the Registrable Shares on any form for which the Company then qualifies
or which counsel for the Company shall deem appropriate in accordance with such
Holders' intended method or methods of distribution thereof, subject to Section
2(b) of this Agreement and, subject to the Company's right to terminate or
abandon a registration pursuant to Section 3(c) of this Agreement, use its
commercially reasonable efforts to cause such Registration Statement to become
effective and remain effective for the applicable periods provided in this
Agreement;
(b) prepare and file with the SEC such amendments (including
post-effective amendments) to such Registration Statement, and such supplements
to the related Prospectus, as may be required by the rules, regulations or
instructions applicable to such Registration Statement and Prospectus under the
Securities Act during the applicable period in accordance with the intended
methods of disposition for such Registrable Shares covered by such Registration
Statement, and cause the related Prospectus as so supplemented to be filed
pursuant to Rule 424 under the Securities Act;
(c) notify the Holders whose Registrable Shares are covered by such
Registration Statement promptly, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to such
Registration Statement or any post-effective amendment to such Registration
Statement, when the same has become effective; (ii) of any request by the SEC
staff for amendments or supplements to such Registration Statement or the
related Prospectus or for additional information regarding the Holders whose
Registrable Shares are covered by such Registration Statement; (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Shares for sale in any jurisdiction in the United States or the
initiation or threatening of any proceeding for such purpose; and (v) of the
happening of any event that requires the making of any changes in such
Registration Statement or the related Prospectus or any documents incorporated
or deemed, pursuant to the Exchange Act or the Securities Act, to be
incorporated therein by reference so that they will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading;
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(d) obtain the withdrawal of any order suspending the effectiveness
of such Registration Statement, or the lifting of any suspension of the
qualification or exemption from qualification of any Registrable Shares for sale
in any jurisdiction in the United States;
(e) furnish to each Holder whose Registrable Shares are covered by
such Registration Statement and each managing underwriter, if any, without
charge, one conformed copy of such Registration Statement, as declared effective
by the SEC, and of each post-effective amendment to such Registration Statement,
in each case including the financial statements and schedules and all exhibits
and reports incorporated or deemed, pursuant to the Exchange Act or the
Securities Act, to be incorporated therein by reference; and deliver, without
charge, such number of copies of the preliminary prospectus, any amended
preliminary prospectus, each final Prospectus and any post-effective amendment
or supplement thereto, as such holder reasonably may request in order to
facilitate the disposition of the Registrable Shares of such Holder covered by
such Registration Statement in compliance with the requirements of the
Securities Act;
(f) prior to any public offering of Registrable Shares covered by
such Registration Statement, register or qualify such Registrable Shares for
offer and sale under the securities or Blue Sky laws of such jurisdictions in
the United States as the Holders whose Registrable Shares are covered by the
Registration Statement shall reasonably request in writing; provided, however,
that the Company shall in no event be required to qualify generally to do
business as a foreign corporation or as a dealer in any jurisdiction where it is
not at the time so qualified or to execute or file a general consent to service
of process in any such jurisdiction where it has not theretofore done so or to
take any action that would subject it to general service of process or taxation
in any such jurisdiction where it is not then subject;
(g) upon the occurrence of any event contemplated by Section 5(c)(v)
above, prepare a supplement or post-effective amendment to such Registration
Statement or the related Prospectus or any document incorporated or deemed,
pursuant to the Exchange Act or the Securities Act, to be incorporated therein
by reference and file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Shares being sold thereunder
(including upon the termination of any Delay Period), such Prospectus will not
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
(h) cause all Registrable Shares covered by such Registration
Statement to be listed on each securities exchange or automated interdealer
quotation system, if any, on which similar securities issued by the Company are
then listed or quoted;
(i) on or before the effective date of such Registration Statement,
provide the transfer agent of the Company for the Registrable Shares with
printed certificates for the Registrable Shares covered by such Registration
Statement;
(j) if such offering is an underwritten offering, make available for
inspection by any Holder whose Registrable Shares are included in such
Registration Statement, any underwriter participating in any offering pursuant
to such Registration Statement, and any attorney, accountant or other agent
retained by any such Holder or underwriter (collectively, the "Inspectors"), all
financial and other records and other information, pertinent corporate documents
and properties of any of the Company and its subsidiaries and affiliates
(collectively, the "Records"), as shall be reasonably necessary to enable them
to exercise their due diligence responsibilities; provided, however, that the
Records that the Company determines, in good faith, to be confidential and which
it notifies the Inspectors in writing are confidential shall not be disclosed to
any Inspector unless such Inspector signs a confidentiality agreement reasonably
satisfactory to the Company (which shall permit the disclosure of such Records
in
8
such Registration Statement or the related Prospectus if necessary to avoid or
correct a material misstatement in or material omission from such Registration
Statement or Prospectus); and
(k) if such offering is an underwritten offering, enter into such
agreements (including an underwriting agreement in such form, scope and
substance as is customary in underwritten offerings) and take all such other
appropriate and reasonable actions requested by the Holders whose Registrable
Shares are being sold in connection therewith (including those reasonably
requested by the managing underwriters) in order to expedite or facilitate the
disposition of such Registrable Shares, and in such connection, (i) use
commercially reasonable efforts to obtain opinions of counsel to the Company and
updates thereof (which opinions (in such form, scope and substance) shall be
reasonably satisfactory to the managing underwriters and counsel to the Holders
whose Registrable Shares are being sold), addressed to each Holder whose
Registrable Shares are covered by such Registration Statement and each of the
underwriters as to the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
such counsel and underwriters; (ii) use commercially reasonable efforts to
obtain "cold comfort" letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial data are,
or are required to be, included in the Registration Statement), addressed to
each Holder whose Registrable Shares are covered by the Registration Statement
(unless such accountants shall be prohibited from so addressing such letters by
applicable standards of the accounting profession) and each of the underwriters,
such letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with underwritten
offerings; and (iii) if requested and if an underwriting agreement is entered
into, provide indemnification provisions and procedures substantially to the
effect set forth in Section 8 of this Agreement with respect to all parties to
be indemnified pursuant to Section 8 of this Agreement. The above shall be done
at each closing under such underwriting or similar agreement, or as and to the
extent required thereunder.
The Company may require each Holder to furnish such information regarding
such Holder and such Holder's intended method of disposition of such Registrable
Shares as it may from time to time reasonably request in writing. If any such
information is not furnished within a reasonable period of time after receipt of
such request, the Company may exclude such Holder's Registrable Shares from such
Registration Statement.
Each Holder whose Registrable Shares are covered by a Registration
Statement shall, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv) or
5(c)(v) of this Agreement, forthwith discontinue disposition of any Registrable
Shares covered by such Registration Statement or the related Prospectus until
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(g) of this Agreement or until such Holder is advised in writing by the
Company that the use of the applicable Prospectus may be resumed, and has
received copies of any amended or supplemented Prospectus or any additional or
supplemental filings which are incorporated, or deemed to be incorporated, by
reference in such Prospectus (such period during which disposition is
discontinued being an "Interruption Period") and, if requested by the Company,
each Holder shall deliver to the Company (at the expense of the Company) all
copies then in its possession, other than permanent file copies then in its
possession, of the Prospectus covering such Registrable Shares at the time of
receipt of such request.
Each Holder whose Registrable Shares are covered by a Registration
Statement further shall not utilize any material other than the applicable
current preliminary prospectus or Prospectus in connection with the offering of
such Registrable Shares.
9
Section 6. REGISTRATION EXPENSES. Whether or not any Registration
Statement is filed or becomes effective, except as otherwise expressly provided
in this Agreement, the Company shall pay all costs, fees and expenses incident
to the Company's performance of or compliance with this Agreement, including (i)
all registration and filing fees, including NASD filing fees, (ii) all fees and
expenses of compliance with securities or Blue Sky laws, including reasonable
fees and disbursements of counsel in connection therewith, (iii) printing
expenses (including expenses of printing certificates for Registrable Shares and
of printing prospectuses if the printing of prospectuses is requested by the
Holders or the managing underwriter, if any), (iv) messenger, telephone and
delivery expenses, (v) fees and disbursements of counsel for the Company, (vi)
fees and disbursements of all independent certified public accountants of the
Company (including expenses of any "cold comfort" letters required in connection
with this Agreement) and all other persons retained by the Company in connection
with such Registration Statement, (vii) fees and disbursements of underwriters
customarily paid by the issuers or sellers of securities, and (viii) all other
costs, fees and expenses incident to the Company's performance or compliance
with this Agreement. Notwithstanding the foregoing, the fees and expenses of any
counsel or other persons retained by any Holder, and any underwriters' or
dealers' discounts or commissions, brokers' fees or fees of similar securities
industry professionals and any transfer taxes relating to the disposition of the
Registrable Shares by a Holder, will be payable by such Holder and the Company
will have no obligation to pay any such amounts.
Section 7. UNDERWRITING REQUIREMENTS.
(a) Subject to Section 7(b) of this Agreement, any Candover Holder
shall have the right, by written notice to the Company, to request that any
Demand Registration provide for an underwritten offering.
(b) In the case of any underwritten offering pursuant to a Demand
Registration, the Company shall select the institution or institutions that
shall manage or lead such offering, which institution or institutions shall be
reasonably satisfactory to the Candover Holders. In the case of any underwritten
offering pursuant to a Piggyback Registration, the Company shall select the
institution or institutions that shall manage or lead such offering. No Holder
shall be entitled to participate in an underwritten offering unless and until
such Holder has entered into an underwriting or other agreement with such
institution or institutions for such offering in such form as the Company and
such institution or institutions reasonably shall determine; provided, that the
terms of such agreement are customary in form, scope and substance in
underwritten offerings.
Section 8. INDEMNIFICATION.
(a) The Company shall indemnify and hold harmless, to the full
extent permitted by law, each Holder whose Registrable Shares are covered by a
Registration Statement or Prospectus, the officers, directors, partners and
employees of each of them, each Person who controls each such Holder (within the
meaning of Section 15 of the Securities Act or Section 10 of the Exchange Act)
and the directors, officers and employees of each such controlling person, to
the fullest extent lawful, from and against any and all losses, claims, damages,
liabilities, judgment, costs (including, without limitation, costs of
preparation and reasonable attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in such Registration Statement or
Prospectus or in any amendment or supplement thereto, or in any preliminary
prospectus, or arising out of or based upon any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are based upon
information furnished in writing to the Company by or on behalf of any Holder
expressly for use therein; provided, that, in the case of a non-underwritten
public offering, the Company shall not be liable to any Holder to the extent
that any such Losses arise out of or are based upon an untrue statement
10
or alleged untrue statement or omission or alleged omission made in any
preliminary prospectus if (i) having previously been furnished by or on behalf
of the Company with copies of the Prospectus, any Holder failed to send or
deliver a copy of the Prospectus with or prior to the delivery of written
confirmation of the sale of Registrable Shares by such Holder to the person
asserting the claim from which such Losses arise and (ii) the Prospectus would
have corrected in all material respects such untrue statement or alleged untrue
statement or such omission or alleged omission; and provided further, that the
Company shall not be liable in any such case to the extent that any such Losses
arise out of or are based upon an untrue statement or alleged untrue statement
or omission or alleged omission in the Prospectus, if (A) such untrue statement
or alleged untrue statement, omission or alleged omission is corrected in all
material respects in an amendment or supplement to the Prospectus and (B) having
previously been furnished by or on behalf of the Company with copies of the
Prospectus as so amended or supplemented, any Holder thereafter fails to deliver
such Prospectus as so amended or supplemented, prior to or concurrently with the
sale of Registrable Shares.
(b) Each Holder (i) shall furnish promptly to the Company in writing
such information as the Company reasonably may request for use in connection
with each Registration Statement or related Prospectus that covers securities
Beneficially Owned by such Holder and (ii) shall indemnify, to the full extent
permitted by law, the Company, its directors, officers or employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
or Section 10 of the Exchange Act) and the directors, officers or employees of
each such controlling person, from and against any and all Losses, as incurred,
arising out of or based upon any untrue or alleged untrue statement of a
material fact contained in such Registration Statement or Prospectus or in any
amendment or supplement thereto, or in any preliminary prospectus, or arising
out of or based upon any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, to the extent, but only to the extent, that such untrue or alleged
untrue statement or omission or alleged omission is based upon any information
so furnished in writing by or on behalf of such Holder to the Company expressly
for use in such Registration Statement or Prospectus.
(c) If any Person shall be entitled to indemnity hereunder (an
"indemnified party"), such indemnified party shall give prompt notice to the
party from which such indemnity is sought (the "indemnifying party") of any
claim or of the commencement of any proceeding with respect to which such
indemnified party seeks indemnification or contribution pursuant hereto;
provided, however, that the delay or failure to so notify the indemnifying party
shall not relieve the indemnifying party from any obligation or liability except
to the extent that the indemnifying party has been prejudiced by such delay or
failure. The indemnifying party shall have the right, exercisable by giving
written notice to an indemnified party promptly after the receipt of written
notice from such indemnified party of such claim or proceeding, to assume, at
the indemnifying party's expense, the defense of any such claim or proceeding,
with counsel reasonably satisfactory to such indemnified party; provided,
however, that (i) an indemnified party shall have the right to employ separate
counsel in any such claim or proceeding and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless: (A) the indemnifying party agrees to pay such
fees and expenses; (B) the indemnifying party fails promptly to assume the
defense of such claim or proceeding or fails to employ counsel reasonably
satisfactory to such indemnified party; or (C) the named parties to any
proceeding (including impleaded parties) include both such indemnified party and
the indemnifying party, and such indemnified party shall have been advised by
counsel that there is a significant likelihood that there may be one or more
legal defenses available to it that are inconsistent with those available to the
indemnifying party or that a conflict of interest is likely to exist among such
indemnified party and any other indemnified parties (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party); and (ii) subject to clause (C) above, the
indemnifying party shall not, in connection with any one such claim or
proceeding or separate but substantially similar or related claims or
proceedings in the same jurisdiction, arising out of the same general
allegations or
11
circumstances, be liable for the fees and expenses of more than one firm of
attorneys (together with appropriate local counsel) at any time for all of the
indemnified parties, or for fees and expenses that are not reasonable. Whether
or not such defense is assumed by the indemnifying party, such indemnified party
shall not be subject to any liability for any settlement made without its
consent; provided, that such consent shall not unreasonably be withheld or
delayed. The indemnifying party shall not consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such indemnified party of a release,
in form and substance reasonably satisfactory to the indemnified party, from all
liability in respect of such claim or litigation for which such indemnified
party would be entitled to indemnification hereunder.
(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party in respect of any Losses, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such indemnifying party, on the one hand,
and indemnified party, on the other hand, shall be determined by reference to,
among other things, whether any action in question, including any untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been taken by, or relates to information supplied by, such
indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent any such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include any legal or other fees or expenses
incurred by such party in connection with any investigation or proceeding. The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable
considerations referred to in the second immediately preceding sentence.
Notwithstanding the provisions of this Section 8(d), an indemnifying party that
is a Holder shall not be required to contribute any amount which is in excess of
the total net proceeds received by such Holder from the sale of the Registrable
Shares sold by such Holder. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.
(e) Notwithstanding the foregoing, to the extent the provisions in
this Section 8 conflict with the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with an
underwritten public offering, the provisions in the underwriting agreement shall
control.
Section 9. REPORTS UNDER EXCHANGE ACT . With a view to making available to
the Holders the benefits of Rule 144 under the Securities Act and any other rule
or regulation of the SEC that may at any time permit a Holder to sell securities
of the Company to the public without registration or pursuant to a registration
statement on Form S-3, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144, at all times after 90 days after the
effective date of the Company's registration statement for its initial public
offering;
(b) take such action, including the voluntary registration of its
Common Stock under Section 12 of the Exchange Act, as is necessary to enable the
Holders to utilize Form S-3 for the sale of their Registrable Shares, such
action to be taken as soon as practicable after the end of the fiscal year in
which the Company's registration statement for its initial public offering is
declared effective;
12
(c) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
(d) furnish to any Holder, so long as the Holder owns any
Registrable Shares, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144 (at any
time after 90 days after the effective date of the Company's registration
statement for its initial public offering), the Securities Act and the Exchange
Act (at any time after it has become subject to such reporting requirements), or
that it qualifies as a registrant whose securities may be resold pursuant to
Form S-3 (at any time after it so qualifies); (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company; and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
Section 10. ORDERLY SALE PROVISIONS.
(a) Each Principal Holder hereby (i) agrees that, except as provided
in paragraph (b) below, such Principal Holder will not, directly or indirectly,
during the period of two years immediately following the IPO Date (the "Lock-Up
Period"), without the prior written consent of the Company, sell, offer or agree
to sell, grant any option for the sale of, pledge, make any short sale or
maintain any short position, establish or maintain a "put equivalent position"
(within the meaning of Rule 16a-1(h) under the Exchange Act), enter into any
swap, derivative transaction or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Principal
Holder's Covered Shares (whether for cash or other consideration), or otherwise
dispose of, any of the Principal Holder's Covered Shares and (ii) authorizes the
Company during the Lock-Up Period to cause the Company's transfer agent to
decline to transfer and to note stop transfer restrictions on the transfer books
and records of the Company with respect to any of the Principal Holder's Covered
Shares.
(b) Notwithstanding the foregoing provisions of this Section 10,
each Principal Holder may sell or otherwise dispose of Covered Shares if and to
the extent that, after giving effect to the sale or other disposition, that
Principal Holder's Sale Percentage will not exceed the Principal Holder's
Permitted Sale Percentage as then in effect.
Section 11. MISCELLANEOUS.
(a) Termination. No Holder shall be entitled to exercise any right
provided for in this Agreement (other than rights set forth in Section 8 of this
Agreement) after the earliest of (i) the first date on which such Holder no
longer Beneficially Owns any Registrable Shares or (ii) the tenth anniversary of
the IPO Date.
(b) Notices. All notices or communications hereunder shall be in
writing (including telecopy or similar writing), addressed as follows:
Inveresk Research Group, Inc.
00000 Xxxxxx Xxxxxxx
Xxxxx 000
Xxxx, Xxxxx Xxxxxxxx 00000
XXX
Attention: Chief Executive Officer
13
To any Candover Holder:
c/o Candover Partners Ltd
00 Xxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Legal Department
To any Other Holder:
At the addresses set forth on the
signature pages hereto
any such notice shall be effective only if delivered personally, by telecopier
after receipt of mechanical confirmation of transmission or by
nationally-recognized overnight courier or if mailed (certified mail postage
prepaid, return receipt requested). All such notices, requests and other
communications will (i) if delivered personally to the address as provided in
this Section 11(b), be deemed given upon delivery, and (ii) if delivered by
overnight courier, mail or telecopier in the manner described above to the
address as provided in this Section 11(b), be deemed given upon receipt. Any
party from time to time may change its address or other information for the
purpose of notices to that party by giving notice specifying such change to the
other parties hereto.
(c) Force Majeure. No party shall be liable for any delay or failure
to perform its obligations under this Agreement, when such delay or failure is
caused by war, invasion, insurrection, blockade, embargo, riot, flood,
earthquake, act of God, fire, strike, government or governmental agency, act of
government or governmental agency, interference of civil or military
authorities, or other cause of a like kind beyond their control.
(d) Counterparts. This Agreement may be executed in counterparts, by
manual or facsimile signatures, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.
(e) Section Headings. The section and subsection headings used
herein are for reference and convenience only, and shall not enter into the
interpretation hereof.
(f) No Waiver. Any term or condition of this Agreement may be waived
at any time by the party that is entitled to the benefit thereof, but no such
waiver shall be effective unless set forth in a written instrument duly executed
by or on behalf of the party waiving such term or condition. No waiver by any
party of any term or condition of this Agreement, in any one or more instances,
shall be deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.
(g) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware. The parties, for
themselves and their respective Affiliates, hereby irrevocably waive all right
to a trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to the actions of the
parties or their respective Affiliates pursuant to this Agreement in the
negotiation, administration, performance or enforcement thereof.
(h) Entire Agreement. This Agreement and the Exchange Agreement
together supersede all prior discussions and agreements between the parties with
respect to the subject matter of
14
this Agreement, and together contain the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.
(i) Amendment. This Agreement may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of the
Company and Holders that Beneficially Own at least a majority in number of the
Registrable Shares then outstanding.
(j) Invalid Provisions. If any provision of this Agreement is held
to be illegal, invalid or unenforceable under any present or future law, and if
the rights or obligations of any party hereto under this Agreement will not be
materially and adversely affected thereby, (i) such provision will be fully
severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
(iii) the remaining provisions of this Agreement will remain in full force and
effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Agreement and (iv) in lieu of such
illegal, invalid or unenforceable provision, there will be added automatically
as a part of this Agreement a legal, valid and enforceable provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible.
(k) No Third Party Beneficiaries. This Agreement is solely for the
benefit of the parties hereto and shall not be deemed to confer upon third
parties any remedy, claim, liability, reimbursement, claim of action or other
right, except as expressly provided in this Agreement.
(l) Gender and Person. Words used herein, regardless of the number
or gender specifically used, shall be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine or neuter,
as the context shall require.
(m) Assignment of Registration Rights to Affiliates; Successors and
Assigns. The rights to cause the Company to register Registrable Shares pursuant
to this Agreement may be assigned (but only with all related obligations) by a
Holder to any Person that has acquired at least 50,000 Registrable Shares from
that assigning Holder. Except as otherwise provided in this Agreement, the terms
and conditions of this Agreement shall inure to the benefit of and be binding
upon the respective permitted successors and assigns of the parties (including
transferees of any Registrable Shares).
(n) Calculation of Time Periods. Except as otherwise indicated, all
periods of time referred to herein shall include all Saturdays, Sundays and
holidays; provided, that if the date to perform any act or give any notice with
respect to this Agreement shall fall on a day other than a Business Day, such
act or notice may be timely performed or given if performed or given on the next
succeeding Business Day.
Section 12. Arbitration. In the event that any of the parties to this
Agreement shall be unable to resolve any dispute with respect to the subject
matter of this Agreement, such dispute shall be submitted to binding
arbitration, which shall be commenced and conducted in accordance with the
applicable rules of commercial arbitration of the American Arbitration
Association in an arbitration commenced and held before a single arbitrator. The
arbitration shall be held in the State of Delaware.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
15
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
INVERESK RESEARCH GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
and President
CANDOVER INVESTMENTS PLC
By: /s/ X.X. Xxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxx
Director
Candover Investments PLC
CANDOVER (TRUSTEES) LIMITED
By: /s/ X.X. Xxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxx
Director
Candover (Trustees) Limited
CANDOVER 1997 UK NO. 1 LIMITED
PARTNERSHIP
By: /s/ X.X. Xxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxx
Director
Candover Partners Limited
As General Partner of the
Candover 1997 UK Xx. 0
Xxxxxxx Xxxxxxxxxxx
XXXXXXXX 0000 XX NO. 2 LIMITED
PARTNERSHIP
By: /s/ X.X. Xxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxx
Director
Candover Partners Limited
As General Partner of the
Candover 1997 UK No. 2
Limited Partnership
16
CANDOVER 1997 US NO. 1 LIMITED
PARTNERSHIP
By: /s/ X.X. Xxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxx
Director
Candover Partners Limited
As General Partner of the
Candover 1997 US No. 1
Limited Partnership
CANDOVER 1997 US NO. 2 LIMITED
PARTNERSHIP
By: /s/ X.X. Xxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxx
Director
Candover Partners Limited
As General Partner of the
Candover 1997 US No. 2
Limited Partnership
CANDOVER 1997 US NO. 3 LIMITED
PARTNERSHIP
By: /s/ X.X. Xxxxxxxx
---------------------------------------
Name: X.X. Xxxxxxxx
Director
Candover Partners Limited
As General Partner of the
Candover 1997 US No. 3
Limited Partnership
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
------------------------------------------
Address: c/o Inveresk Research Group, Inc.
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxx, Xxxxx Xxxxxxxx 00000
IAN SWORD
/s/ Xxx X. Sword
------------------------------------------
Address: c/o Inveresk Research Group
Limited
Xxxxxxx XX00 0XX
Xxxxxxxx, Xxxxxx Xxxxxxx
17
XXXX XXXXX
/s/ Xxxx Xxxxx
------------------------------------------
Address: c/o Inveresk Research Group, Inc.
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxx, Xxxxx Xxxxxxxx 00000
XXXXXXXX XXXXXX
/s/ Xxxxxxxx XxXxxx
------------------------------------------
Address: c/o Inveresk Research Group, Inc.
00000 Xxxxxx Xxxxxxx, Xxxxx 000
Xxxx, Xxxxx Xxxxxxxx 00000
RATHBONE JERSEY LIMITED
By: /s/ X. Xxxxxxx /s/ P.A. Xxxxxxxx
---------------------------------------
Name: Messrs X. Xxxxxxx & P.A. Xxxxxxxx
Title: Directors
Address: Xxxxxx Xxxxx
Xxxxxx Xxxxx
Xx. Xxxxxx, Xxxxxx XX0 0XX
Channel Islands
XXXXX XXXXXXXX
/s/ Xx. Xxxxx Xxxxxxxx
------------------------------------------
Address: c/o Inveresk Research Group
Limited
Xxxxxxx XX00 0XX
Xxxxxxxx, Xxxxxx Xxxxxxx
18
XXXXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxx
------------------------------------------
Address: c/o ClinTrials BioResearch
00 Xxxxxxxxxx Xxxx
Xxxxxxxxxx (Xxxxxxxx)
Xxxxxx, Xxxxxx X0X 0X0
DALAME RESOURCES S.A.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx-Director
Address: Xxxxxxxxx House
0 Xxxxxx Xxxxxx
Xx. Xxxxxx
Xxxxxx XX0 0XX
19
Schedule 1
Candover Holders
Candover Investments PLC
Candover (Trustees) Limited
Candover 1997 UK Xx. 0 Xxxxxxx Xxxxxxxxxxx
Xxxxxxxx 0000 XX No. 2 Limited Partnership
Candover 1997 US No. 1 Limited Partnership
Candover 1997 US No. 2 Limited Partnership
Candover 1997 US No. 3 Limited Partnership
20
Schedule 2
Other Holders
Xxxxxx Xxxxx
Ian Sword
Xxxx Xxxxx
Xxxxxxxx XxXxxx
Xxxxxxxx Jersey Trust
Xxxxx Xxxxxxxx
Xxxxxxx Xxxxxxx
21
